The Ultimate Spider-Man Chronicles
by NotsoSmartguy
Summary: In a world where most of the Superheroes have retired or died. Miles Morales becomes the new Spider-Man to protect New York City from threats old a new while balancing his friendships, his new responsibilities and love life
1. The New Beginning

Miles Morales walked to his Uncle Aaron's apartment across town excited about the great news he had to share with him. His Dad didn't like him going over there but his mom said it was ok as while she was unsure of Aaron she trusted Miles to not get into trouble. Despite the changes to the City after the massive reconstruction he knew his way around.

As he made his way there he was stopped by a thug with a Goblin tattoo on her. Signaling she was member of the Goblin Nation.

"Neighborhood tax, pay up or get beat" the creep said with a wicked grin.

Miles nervously handed her the bag. Ever since Spider-Man had gone MIA a huge void had been left in the crime fighting department. The police did their best but they just couldn't keep up. As for other superheroes heroes they were either semi retired or busy in hiding from the Superhero registration act. Miles paid up and he was on his way.

He finally made it to his Uncle Aaron's Apartment and knocked at the door

"Uncle Aaron, it's me Miles" he said sheepishly but loud enough for him to hear.

"Just a sec," he heard a voice reply.

The door opened.

"Hey there's my man" Aaron said as he smiled at his nephew.

"Guess what? I got in!" Miles smiled

"That's great!" He enthusiastically hugged his nephew since this means he has a chance of not ending up like he did. "This calls for some ice cream."

As his uncle left to get some from the fridge a strange Spider crawled near Miles. As he tried to shoo it the creature managed to bite him causing a bizarre reaction in the boy.

Miles awoke in a hospital room surrounded by his Mom, Dad, and Uncle as well as his best friends Judge, Ganke, and Lana.

"Hey man you OK?" Ganke said "we were all worried you'd never wake up."

"How long was I out for?" Miles asked

"About a week" Lana shouted relieved her friend was alive and well.

"You had us all worried" his Mom said as she hugged her son tightly.

All of a sudden Miles felt weak and said he needed some rest.

He started dream things, in the dreams he saw a boy in a suit that looked similar to one of the fallen heroes, Spiderman except with no blue and the red and black inverted for the most part and red longing those distinct white eyes the predecessor had fighting against a pale in a weird black suit with tech and circuitry coming out of it and the face obscured by a flame like energy battling on the edge of pier.

"Foolish boy you will never defeat me, Mysterio!" the man shout furiously.

The new Spiderman looking person dodged a slash of the being's arabian knightesc sword barely. He shot the man with one of Spidey's signature webbing. However he also appeared to channel something through like electricity knocking the villain off his feat.

However the villain teleported behind him and stabbed the Spider-man in the back whispering in his ear " Goodnight Mr. Morales."

Miles woke up in a shock. He ponders if what happened was a dream or a premonition. He saw a notepad and drew a sketch of what he remembered about the people in his dream.

A few days later Miles was out of the hospital he felt a bit weird Miles was well enough to go home. While at home he discovered that his hands were much stickier and latched on to things very easily. And that his hands delivered a static like shock on everything. But he wasn't scared until he woke up unable to see his legs even though he could feel them just fine and he reached a conclusion... He must be a mutant!

Miles was nervous confiding in his two best friends Ganke and Lana but he had to tell somebody. But knowing his dad was anti super beings especially since all these costumed gangs taking over.

"That's super cool!" Ganke said excitedly.

"No freaking way" Judge said surprised.

Lorna on the other hand was a bit more worried about her friend saying "what are we going to do?"

" I have been thinking about that for awhile," Miles replied " I am tired of these gangs running around doing what they want. I think we should take some of their power on us and it's time somebody did something about it."

His friends thought it was risky but they supported him. Lana, being a decent sower managed to throw together a decent replica of a Spiderman Mask, she even managed to capture the White eyes and black webbing to help him disguise his identity. She invited Miles over to try it on.

"Well, try it on" she said eager to see her handywork come to life.

"Wow, it's a little tight but I love it" Miles said very pleased with the results. He thought he could see her blushing a little after getting his approval.

"But why Spiderman? Isn't it in bad taste considering his supposed death?"

"The city needs a savior Miles. Spiderman used to be a great symbol. Plus your powers are very similar to his so it kinda makes sense."

"I hope you're right Lana"

"It makes more sense than you guys realise" another voiced said. They turned around revealing Ganke.

Judge just gave a thumbs up in approval.

Ganke did some research on the spider that bit Miles and stumbled onto an article about Spider-man's origin and it sounded similar.

"You're not a mutant, you're a Spiderman."

Later on a rooftop Miles figured it was time for the test out what he can do. He spotted a couple of Goblin Nation members below harassing people.

"Alright" he said, "this is everything"

And he hopes down to the street hoping for the best.

A/N: yea I am redoing my Miles Morales fanfiction. The universe is hopefully going to be much more interesting this time around I hope you guys don't mind.


	2. Learning Curves

Miles leaped down on the Goblin Nation devotees harassing young couple.

"Please let us go" The man said, "me and my boyfriend just want to go in peace "

"Not until you give us some money" one of them said

"Why are you doing this? Why are the heroes letting this happen?" A man cried

"the heroic age is over, the criminals run the streets again." one member said.

As a group of Goblin Nation goons prepared to unload their rounds on them our hero got the drop on them.

"Leave these people alone!" He shouted landing on them sending a dropkick to one of their faces.

"You piece of shit" said one of the goons that was kick in the face.

"I am not the only picking on a defenseless couple."

Miles managed to hold off the bad guys long enough for the couple to escape.

"You asshole" Shouted one of them. "We were so close to getting their money!"

He shot a blaster at him but Miles narrowly dodged it.

Eventually after a few well timed hits Miles manages to knock a couple of them off their feet.

Looking over his fallen foes a cocky Miles stands triumphantly over his foes. But by the time his spidersense cues him into the a big powerful one sneaking up behind him he gets knocked down by a metal pipe.

"It's over kid." He said preparing to kill the hero when out of nowhere a mysterious asian woman in a white and black suit with a web design came out of nowhere and defeated all the criminals.

"Who are you?" Miles said.

"I'm Silk " she said "and you are in deep trouble."

"look don't sue me, My family is lower middle class" Miles said jokingly with a hint of seriousness since he didn't know if his family could afford a court battle."

"look just follow me. A mutual friend wants a word with you" she said.

He followed her to Parker tower (formerly Stark tower until Peter bought it from him).

They headed to the roof where they were met by a tall skinny caucasian man in his mid 30's who walked with a cane due to a limp.

"Welcome copyright infringement boy I am Peter Parker, ceo of Parker industries." the man greeted him.

"Whoa, no way I am huge fan of your work electronics." Miles said "Wait copyright infringement boy?"

"Well you are being Spider-Man without my permission"

"Wait…. You're Spider-Man?" Miles replies shocked as he finally puts it together.

"I want to know why you are doing this kid?"

" The world needs a Spider-Man again, look how bad things have gotten since you left. I have these powers and my friends and I think I should use them."

"Hmph, with great power comes great responsibility" Peter said remembering why he himself once became a Superhero. "Alright kid but you'll need training and a new look. The world is a much darker place than when I was Spider-Man. Goblin Nation controls the street, most Street level heroes have given up the fight and then there's the government cracking down on superheroes, leaving most Superheroes to either retire or stick to the shadows. It's not enough for you to be an Amazing Spider-Man, you need to be the Ultimate Spider-Man."

"I am prepared to do whatever it takes." Miles said

"That's what I want to hear." Peter said with a smile. "now head home, training starts tomorrow Mr…"

"Miles Sir, Miles Morales" Miles said with a smile as he lept off the roof.

"you think this kid is ready for what he has to face?" Spider-Woman asks.

"He'll have to be Cindy." Peter replied "for everyone's sake."

Meanwhile in the Goblin underground, secret HQ of the Goblin Nation

"We got some bad news my Goblin King" a low level Goblin Nation thug said as he bowed "a new Spider-Man has arisen."

"Well isn't this interesting." the Goblin King said with a smirk.


	3. Mysterio's Might

Miles finds himself in an ancient dojo. Suddenly a group of Ninjas appeared in from of him.

"Ninjas? Seriously?" Miles said caught off guard.

"You'll be facing all kinds of threats in New York" Peter said " These danger room programs will help you prepare for anything"

"isn't this a bit much though?"

"I don't hear the X Men complaining."

"I'm not the freaking Xmen" Miles shouted dodging ninja swords.

As he got overwhelmed the simulation was ended by Peter.

"I think that's enough training for today."

"Man I got my ass kicked" Miles said a little disappointed

Peter put his hand on his shoulder "You're improving day after day."

"Yea kid" Silk said giving him a thumbs up "now go home, your friends and family must be worried."

Miles has been saying he got an internship at Parker industries to help do better at school. Somehow they bought it.

He made to his house via webswinging. It takes awhile to get used to but Miles was finally getting the hang of it. He was getting ready to move into his dorm at School with Ganke and Judge as his roomies. He still had to pack a few things.

While he was webswinging a fog suddenly appeared out of nowhere a pale man in a weird black suit with tech and circuitry coming out of it and the face obscured by a flame like energy appeared

"you're the new Spider-Man aren't you?" he said in a way that made it seem like he was unimpressed with Miles. "honestly I was hoping for more."

"Like I am going to trust the opinion of someone dressed like you?" Miles said a little disappointed by his lame reply " sorry still working on my banter. I am a bit new to this."

"a pity you won't have to perfect before you die at the hands of Mysterio!" he shouted.

Miles then remembered that name from his dream it was the same person from his dream.

It began to play out similar to what he dreamed. They are fighting fiercely with miles dodging Mysterio's illusions like fire blasts and lighting strikes.

"Enough of this." Mysterio screamed at the top of his lungs and blanketed the both of them in darkness.

When the smoke cleared miles found himself at a twisted pier. Mysterio teleported in front of him summoning an arabian knightesc sword and that's when Miles had a feeling of deja vu. It was exactly like his dream! Eventually Miles found himself exactly where his dream foretold.

"goodnight you insect" Mysterio said with a glee.

However Miles managed to muster all his remaining strength into one powerful shock attack that blasted mysterio off of him. Miles then began to pummel the master of illusions.

"Get out of my head!" Miles shouted angrily.

"That's enough we'll take it from here" he heard the voice of some say.

When he looked behind him he found a man with white hair, a green Monster, and a Girl about his age with a bow and arrow.

"The Ultimates!" Miles shouted surprised.

A/N: Finally decided to introduce the Ultimates of this universe you'll more of them next chapter. There are still Avengers in this universe who I am working on another fic for.


	4. The Ultimate Dilema

"I can't believe it's really you." Miles said in shock.

After the Superhero registration act became law S.H.I.E.L.D created a new superpowered army lead by the Ultimates who were the best of the best. Standing before Miles was the Hulk, Hawkeye, and Quicksilver though the full Roster also included Warbird, Venom, and the mysterious Iron Patriot.

"Isn't this some kind of joke?" Quicksilver asked arrogantly " a new Spider-Man?"

"No need to be a dick" said the Hulk "Not bad kid you might be Ultimates material someday."

"So am I in trouble? or…" Miles asked sheepishly.

"Normally you would but recent conditions have given you a pardon we are letting your superheroic activaties pass." Quicksilver said.

"They usually don't let kids our age be heroes but people like us are rare exceptions" said Hawkeye.

"Thanks guys catch you later." Miles said as he swung away.

When Miles got home he saw his parents watching the news.

"Can you believe this Miles?" Jefferson said "Another dam Spider-Man causing trouble."

"oh hush." Rio said "He's just trying to help people."

"I guess I just don't trust these costume types. I thought the registration act was supposed to reign in these freaks. If they aren't doing that what the hell are they doing with our tax payer dollars then?"

Meanwhile at the Triskelion. The command center of the Ultimates.…..

"Well Fury, what did you think of my protégé?" Peter said via a holographic commutation device.

"I'm still unsure of our current arrangement Parker" Nick Fury " I mean you're Assistant Ms. Moon would be a great addition to the Ultimates, especially since Janet Van Dyne started a new Avengers team that opposes the Superhero registration act. Also the Iron Patriot suit you created is on par with any of Stark's old design but I don't think I can agree to letting an untrained hero roam free without some kind of control."

"Ok if you want I can take your fancy toys back…."

"Fine you win Parker." Nick Fury said. "We'll cut the kid some slack."

After his and Fury's conversation ended and he canceled the feed and faced his assistant Cindy Moon.

"Sorry about this Cindy, but we need him off Miles's back and it will gives an opportunity to have someone on the inside of Nick's private superhuman army." Peter said

"Well it is the right move." Cindy responded "besides Quicksilver is totally hot."

Peter rolled his eyes

"By the way your wife called she said to pick up some more diapers on your way home".

"Ha Mayday is probably giving MJ some trouble." Peter said as he prepared to head home in his limo."

Later at Parker industries Midnight….

A shadowy figure breaks into Peter's office at Parker industries through the window…

"This is Nighthawk reporting" He said. "Search for the Subject R has begun."

A/N: This was more of a set up Chapter Hope that's okay. I get to introduce one of my favorite villains who will playa big part in a Story arc I have planned later. Let me know what you guys think.


	5. Nighthawk

An alarm wrang at Parker Industries. Miles was alerted via a Special app Peter installed.

"Great this can't be good." Miles said to himself.

He web swung there as fast as he could. When he arrived through a hole in the wall he found alot of security guards killed with razor sharp Talon like knives sticking out of various parts. As he stealth fully wall crawled his way through the building using his camouflage powers to give him the advantage. He makes his way from level to level the further he goes down the more bodies he sees. Miles begins to wonder what could possibly require such heavy protection. Eventually Miles manages to catch up to the intruder in the lowest level in front of a giant door. He was in all some kind of lightweight yet flexible black and grey armor and had a cape. His mask had birdlike yellow glowing eyes. Miles overhears him talking on some kind of communicator he carries in his hand.

"Nighthawk to Squadron Sinister reporting." he said "Everything is going as planned."

He places a second device on the door

"This device should keep allow automatically crack the code in a few minutes…. Leaving us us plenty of time to get aquanted.

Miles was shocked when heard this. He had been found out.

"I know you're there my thermal sensor picked you up. Also you really should wash your costume, it smells revolting."

"Hey you try getting that sweet smell out of a thermal lightweight protective armor." Miles spat back as he charged at him.

"Adorable." Night Hawk said as he throws some of his razor sharp Talonrangs at him "Dodge this."

Miles's Spider Sense went Crazy and he managed to dodge most of them. Though due to his limited experience he got clipped in the arm and leg screaming in agony as he fell to the ground.

"If people like you are all we have to deal with taking over this universe will be easy." Nighthawk gloated

Miles took his time digesting his words. What did he mean by "we" and "this Universe" Miles knew he had to come up with a plan. Or he was toast.

Miles took a chance on a last gambit. He used the last of his web fluid as a cord to send a Venom Blast right at the device installed on the vault door.

As Nighthawk turned to look at the damage Miles Used the opportunity to attack him from behind.

"you're going to pay for that." he said. As he charged at Spider-Man. And but Miles mustered up enough strength to punch out the villain.

"It's over." Miles said

Soon Hawkeye of the Ultimates arrived at the scene along with tons of S.H.I.E.L.D agents.

"Damn nice work dude." she said

"Thanks." Miles said "Say how did you even become an ultimate, I mean aren't you a bit young? You look like my age."

"It's a pretty interesting story." She said "I would love to tell you….. over dinner."

"Are you totally asking me out?"

"I'm totally asking you out."

The next day…..

Peter and Cindy came in to inspect the damage, saddened by the loss of life.

"So many lives lost." Peter said "Makes me wish I could have done more."

"Me too." Cindy said "But I was busy with Ultimate stuff."

"At least he didn't get his hands on subject R. The Reality Gem is dangerous in the wrong hands…"

A/N: what a twist! Don't worry I will be picking up this plotpoint again eventually but next time it's back to the Goblin Nation stuff and more of Miles's friends.


End file.
